Mail Stop 4561



January 23, 2006


By U.S. Mail and facsimile to (650) 364-1665.

Michael R. Burwell
President and Chief Financial Officer
Redwood Mortgage Investors VIII
900 Veterans Blvd., Suite 500
Redwood City, CA 94063

Re:	Redwood Mortgage Investors VIII
Form 10-K for the Fiscal Year Ended December 31, 2004
Form 10-Q for the Fiscal Quarter ended June 30, 2005
	File No. 000-27816

Dear Mr. Burwell:

      We have reviewed your response letter filed with the
Commission
on December 12, 2005 and have the following additional comments.
Please provide us with the requested information so we may better
understand your response.  Please be as detailed as necessary in
your
explanation.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

1. Please refer to comment 2 in our letter dated December 1, 2005.
On page 22 of your Form 10-K for the year ended December 31, 2004,
you disclose balances of loans by property type, i.e. single
family
homes, apartments, commercial and land.  Each type has a different
risk of loss and it is meaningful to investors to know how you
allocate your allowance for loan losses in response to these
risks.
Further, disclosure of the amount of recoveries and charge-offs by
property type also lets investors know the results of your risk
management strategies.  Please revise your proposed disclosures of
the allocation of the allowance for loan losses and the roll
forward
of the allowance to provide the information set forth by the
property
types presented on page 22 of your 2004 Form 10-K and provide us
with
your proposed disclosures.

2. Please refer to our previous comment 5 in our letter dated
September 29, 2005.   You state that you imputed interest expense
in
accordance with APB 21.  However, it is still unclear why you have
recorded interest income in connection with the interest free loan
from your general partner.  Please provide additional detail
regarding this transaction to include the specific accounting
literature relied upon in recording these amounts, the dollar
amounts
for the related assets and liabilities, and sample journal entries
for this transaction.

* * * * *

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please furnish a
cover
letter that keys your response to our comment, indicates your
intent
to include the requested revisions in future filings and provides
any
requested supplemental information.  Please understand that we may
have additional comments after reviewing your responses to our
comment.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      You may contact Rebekah Moore, Staff Accountant, at (202)
551-
3463 or me at (202) 551-3490 if you have questions.

Sincerely,



Donald A. Walker
Senior Assistant Chief Accountant
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Michael R. Burwell
Redwood Mortgage Investors VIII
January 23, 2006
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